Symposia Service Terms and Conditions of Service (Account and Enterprise)

Effective May 11, 2012

The following are the terms and conditions of service for the Symposia™ Service, a proprietary software service provided by HarQen, Inc., a Wisconsin corporation ("HarQen", "we", or "us"), with its main office at 1830 N. Hubbard St., Suite 700, Milwaukee, WI 53212 USA, which allows users to capture audio data and integrate it with real-time notes and annotations to facilitate sharing and collaboration (the "Symposia Service"). The website http://Symposia.HarQen.com or such other site from which the Symposia Service or any of its features are made available from time to time is referred to as the "Site". HarQen may in its sole discretion change the internet address or location of the Site from time-to-time during the Term and shall notify you of any such change.

Please read the terms and conditions of service contained herein (the "Terms and Conditions") carefully before using the Symposia Service. The Terms and Conditions together with your Signup Form and Plan Management Form (as defined below) constitute a binding legal agreement between you and us (collectively, this "Agreement"), and you are agreeing to be bound by all of the Terms and Conditions, the Signup Form, and the Plan Management Form (the completion and acceptance of each, the "Registration"). As used in this Agreement, HarQen and you are each a "Party" and collectively, the "Parties."

This Agreement governs your access to and use of the Symposia Services. The Agreement is effective as of the date you click the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to all of the Terms and Conditions imposed by this Agreement. If you do not have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below.

The Symposia Service is provided to you on the condition of your acceptance without modification of the Terms and Conditions.

I. ACCOUNT

To register for and use the Symposia Service you must complete and submit to HarQen the account signup form available on the Site (the "Signup Form") with accurate information, including the first name, last name, e-mail address, and password for your account administrator ("Administrator"). The Signup Form also provides the corresponding access you may grant to others to use the Symposia Services.

HarQen shall review the Signup Form and, provided it has been completed to HarQen's satisfaction, HarQen shall create an access account (the "Administrator Account") for your Administrator identified on the Signup Form. The Administrator shall have access to account management settings, including an interface with which to select and manage a subscription plan (the "Plan Management Form"). The Administrator shall have the right to authorize and invite individuals to use the Symposia Service, subject to any limitation on number of individuals set forth in the Plan Management Form or Signup Form, if appropriate to register for an account and to utilize the Symposia Service (each such individual to be referred to as an "Affiliated User" and, collectively, as the "Affiliated Users") subject to such Affiliated Users agreeing to the Symposia Service Terms and Conditions of Use (User) ("User Terms"). You shall cause each Affiliated User to comply with the User Terms and any other terms and conditions contained on the Site for the use of the Site and the Symposia Service. When you designate an Affiliated User under your Account, you represent to us that each such individual has agreed to be bound under the User Terms applicable to this Agreement and we will rely on those representations.

To protect your Administrator Account, ensure that you and your Administrator keep the password to the account confidential. You take full responsibility for your own and third party activities that occur under or in connection with your Administrator Account or the Symposia Service. If there is any breach of security or unauthorized use, you agree to notify HarQen immediately by sending an email to support@harqen.com. You are fully responsible for all use of Symposia Services by any User who accesses Symposia using your account or the password(s) we provide to you.

From time to time, HarQen may find it necessary to access your Administrator Account or other Affiliated User's accounts, and you acknowledge and consent to such access. For instance, HarQen may access your Administrator Account for support, maintenance or security-related reasons. In such event, HarQen may, if practicable, provide you notice of its intent to do so. Regardless of whether such notice is provided, you acknowledge and consent to such access.

II. SERVICES

Subject to your (i) completing the Registration; (ii) paying the Fee; and (iii) accepting the Terms and Conditions of this Agreement, HarQen hereby grants you a limited, revocable, non-exclusive, non-transferable right to use and to permit your Affiliated Users and other individuals who are invited by Affiliated Users to participate in conference calls initiated by Affiliated Users using the Symposia Service ("Unaffiliated Users" and, together with the Affiliated Users, the "Users") to use the Symposia Service for the Term (as defined below), all in accordance with this Agreement and all applicable international, national, federal, state and local laws, and the rules, regulations, guidance, guidelines and requirements in effect from time to time, including, without limitation, those laws applicable to the making and recording of telephone calls and data transmission and our respective rights and obligations under this Agreement other than those excepted in Section XIV below (collectively, "Applicable Laws"). This right includes the right to access and use the online software applications provided by HarQen as part of the Symposia Service (the "Software"). HarQen reserves the right to limit the number of Users that you are permitted to invite to use the Symposia Service, as specified in the relevant Signup Form or Plan Management Form.

You guarantee that each User (whether Affiliated or Unaffiliated) complies with all Terms and Conditions of this Agreement including any amendments or modifications communicated to you.

By accepting this Agreement, you acknowledge that nothing in this Agreement shall confer on you any intellectual property or other rights in, or to any patents, copyrights, database rights, trade names, trademarks (whether registered or unregistered) or any other rights or licenses in respect of the Symposia Service, except as specifically set forth in Section IV. Except as specifically set forth in Section IV, HarQen expressly reserves all right, title and interest in and to the Symposia Service and, together with its licensors, owns all intellectual property rights in, relating to and arising out of the Symposia Service.

You acknowledge and agree that you shall use the Symposia Service only in accordance with the terms of the Use Policy set forth in Schedule 1 to the Terms and Conditions available at Account Agreement and incorporated by reference in this Agreement, as may be amended or updated by HarQen from time to time as posted on the Symposia website at Use Policy.

You shall

  1. use and ensure that your Users use the Symposia Service in accordance with this Agreement (including for the avoidance of doubt the Use Policy) and the User Terms and be responsible for any User's breach of this Agreement or the User Terms;
  2. use and ensure that your Users use commercially reasonable efforts to prevent unauthorized access to or use of the Symposia Service and your Administrator Account, and notify us promptly of any such unauthorized access or use; and
  3. use and ensure that your Users use the Symposia Service only in accordance with Applicable Laws. In furtherance of the foregoing, you agree to comply with Applicable Laws regarding the transmission of technical data exported from the United States or the country in which you reside and any Applicable Laws affecting the transmission or posting of content or affecting the privacy of persons.

You acknowledge and understand that there are laws that govern the recording of telephone or other conversations. You, and not HarQen, are responsible for determining whether it is lawful to use any recording feature available via the Symposia Service for your proposed use, with respect to the content of the conference calls being conducted on the Symposia Service or otherwise. You further acknowledge and agree that in each instance when you utilize any recording feature available as part of the Symposia Service, you shall: (i) provide notice to and obtain the prior consent of each person who is able to participate (as a listener, speaker or both) or otherwise access the content of a conference call on the Symposia Service, regardless of whether such person is a User; and (ii) not permit the recording of any person who has not given express prior consent to be recorded. You represent, warrant, covenant and agree that you shall not use the Symposia Service to record any conversation except where it is legal under Applicable Laws.

III. FEES AND PAYMENTS

The Plan Management Form provides details of the relevant payment terms for the Symposia Services to be provided to you by HarQen.

Subject to Section XI, you agree to pay all applicable fees as described in your Plan Management Form (the "Fees").

Should the Parties agree to upgrade or downgrade your account at any time during the Term, we shall allow you to modify your Plan Management Form to reflect the revised fees, which you shall duly complete and submit to us. Such new fee structure shall take effect from the date the new Plan Management Form is submitted.

Payment. Unless otherwise specified in the relevant Plan Management Form, all Fees shall be calculated and payable in U.S. Dollars. You agree to provide us with valid and updated credit card information, or such other payment means as we agree in the relevant Plan Management Form. If you provide a credit card, you authorize HarQen to charge such credit card for all services listed in the Plan Management Form, and any renewal subscription term(s) as set forth herein. If you provide us with a credit card that expires during the term of this Agreement, we reserve the right to charge fees to any renewal card issued to you as a replacement. Such charges shall be invoiced based upon the past term's parameters as set out in the Plan Management Form, either monthly or in accordance with any different billing frequency stated in the applicable Plan Management Form. For any upgrade or downgrade in plan level, you shall be charged the new rate on your next billing cycle as specified in the Plan Management Form. If the Plan Management Form specifies that payment shall be by a method other than a credit card, HarQen shall invoice you in advance. Unless otherwise stated in the Plan Management Form, invoiced charges are due fifteen (15) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information within your Administrator Account.

Overdue Charges. Except for charges under reasonable and good faith dispute, in the event of late payment of your Fees, we shall be entitled to charge you a late fee at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by Applicable Laws, whichever is lower, from the date such payment was due until the date actually paid.

Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with the provision of services under the Terms and Conditions. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless we are provided a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes based on our income, property and employees.

IV. OWNERSHIP OF DATA; INFORMATION RIGHTS AND RESPONSIBILITIES; TERMINATION ASSISTANCE

Subject to your payment of all Fees and other charges due pursuant to this Agreement, you shall be the owner of all data recorded or otherwise created or stored in the course of the use of the Symposia Service by your Users (collectively, "User Data"). You give HarQen permission to record, copy, transmit, use, store, modify and otherwise use your User Data, but only for purposes of providing the Symposia Service to you and optimizing the Symposia Service. In addition, you give HarQen permission to search User Data in order to create Aggregate Analytics Data (defined below). Your User Data shall not be disclosed by HarQen to any third parties except to HarQen's service providers and Users. HarQen shall be responsible for its service providers' use of your User Data, including ensuring that such service providers comply with the restrictions in this Agreement with respect to your User Data.

Aggregate Analytics Data is created by HarQen independently of the Symposia Service and it is agreed that HarQen is the sole owner of any Aggregated Analytics Data. "Aggregate Analytics Data" means (i) aggregated data elements derived from your and the User's use of the Symposia Service that do not identify any individual, company or business or disclose the subject matter of any call and (ii) any results from analysis of the User Data. For example, personal information such as names, email addresses and telephone numbers are not included in Aggregate Analytics Data (because they identify individuals or their companies), but call metrics such as call duration, number of participants and geographic locations of the callers may be included in Aggregate Analytics Data.

In the event that this Agreement is terminated by either party in accordance with Section XI, and provided that you are not in default under this Agreement at the time of your request, you may request that HarQen assist you in the transfer of your User Data to another party, which transfer shall be at made your sole expense. If you do not make such a request within thirty (30) days after termination, HarQen shall have the right to delete or otherwise destroy all User Data.

HarQen shall own all right title and interest to all Aggregate Analytics Data. HarQen makes no claim of ownership in and to any Confidential Information (as defined in section VI) owned or controlled by you that may exist or be contained in User Data.

V. PRIVACY

HarQen's Privacy Policy and Safe Harbor Policy are available at http://Symposia.HarQen.com/policies/privacy and http://Symposia.HarQen.com/policies/safeharbor, respectively. By using the Symposia Service, you acknowledge the terms of HarQen's Privacy Policy and Safe Harbor Policy. Your further acknowledge and agree that the terms of the Privacy Policy may be revised by HarQen at any time without prior notice and you and your Users shall be subject to such revised policy. Any such revision may be posted by HarQen at http://Symposia.HarQen.com/policies/privacy and shall become effective immediately upon its publication there.

VI. CONFIDENTIALITY

Each Party during the Term of this Agreement and for three (3) years thereafter shall keep all Confidential Information (as defined below) of the other Party confidential, and shall not use such Confidential Information, except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the disclosing Party's prior written consent. Each Party shall take reasonable measures to prevent the disclosure and unauthorized use of Confidential Information of the other Party.

The term "Confidential Information" shall mean any information disclosed by one Party to the other Party in connection with its performance under this Agreement which is disclosed in writing or orally and is identified as "Confidential" or which a Party should reasonably believe is treated as confidential by such other Party. For the avoidance of doubt, all User Data, except for any Aggregated Analytics Data, shall be deemed your Confidential Information and all Aggregated Analytics Data shall be deemed HarQen's Confidential Information. In addition, any other information disclosed by HarQen that relates to HarQen, the Symposia Service, or the Software that is not otherwise publicly known shall be deemed the Confidential Information of HarQen. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) was developed independently by the receiving Party without any use of the Confidential Information of the other Party or by employees of the receiving Party who have no knowledge of such Confidential Information; (ii) becomes known to the receiving Party, without restriction, from a third party without breach of this Agreement or any other obligation of confidentiality; (iii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the receiving Party; (iv) was rightfully known to the receiving Party as demonstrated by prior written records at the time of disclosure; or (v) is disclosed by agreement of the Parties or pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that in the case of clause (v), the receiving Party shall provide prompt notice thereof to the other Party and shall use commercially reasonable efforts to obtain a protective order or otherwise prevent public disclosure of such information.

VII. HARQEN'S OBLIGATIONS

HarQen shall:

  1. provide reasonable email support during HarQen's standard business hours (i.e., 9am - 5pm Central Time) on days other than a Saturday, Sunday or public holiday in the State of Wisconsin at no additional charge; and
  2. use commercially reasonable efforts to make the Symposia Service available for your use, except for: (a) planned downtime (of which we shall endeavor to give you at least four (4) hours' notice); or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays. Notwithstanding the foregoing, while we shall use commercially reasonable efforts to keep the Symposia Service accessible, HarQen does not guarantee, and shall have no liability for, any unavailability of the Symposia Service: (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of your equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond HarQen's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where HarQen or your servers are located or co-located. As we do not control the security of the Internet or other networks you use to access the Symposia Service, we cannot be, and are not responsible for, the security of information that you choose to communicate to or via the Symposia Service or HarQen while it is being transmitted. In addition, we are not responsible for any data lost during transmission.

VIII. INDEMNIFICATION

You agree to indemnify, hold harmless and defend HarQen, at your expense, against any and all claims, actions, proceedings, and suits brought against HarQen or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by HarQen or any of its officers, directors, employees, agents or affiliates, arising out of or relating to: (i) your breach of any representation, covenant, condition or other term of this Agreement; (ii) your use of the Symposia Service, including any and all content created, utilized or made available by you on or through the Symposia Service; or (iii) the use by your or any of your Users of the Symposia Service in an unauthorized or illegal manner including such unauthorized and/or unlawful use by any party accessing any Symposia Service under your account or using your password(s). In such a case, HarQen shall provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim.

HarQen shall defend and indemnify you at HarQen's sole expense against, and shall pay the costs and damages made in settlement or awarded as a result of, any action brought against you arising out of a third party claim that HarQen's technology used to provide the Symposia Services infringes or misappropriates any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall HarQen have any obligations or liability under this Section arising from: (i) use of any Symposia Services in a modified form or in combination with materials not furnished by HarQen, and (ii) any content, information or data provided by you, any Users or other third parties. For the avoidance of doubt concerning any HarQen obligation of indemnity concerning its technology, HarQen shall have no such obligation for any claim by any party that you infringe, have misappropriated or otherwise have violated any third party rights in or to Content (as defined in Section IX) you introduce (or introduced by any of your Users of the Symposia Service or any user accessing any Symposia Service under your account or using your password(s)) while using Symposia Services whether by access to those services, or the recording or retrieval of any such content through Symposia services. On the contrary, you hereby indemnify and agree to indemnify HarQen for any and all such claims asserted by any party under those circumstances.

HarQen shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. You shall provide written notice of the third party claim, but failure to deliver such notice shall not impact HarQen's obligations unless the delay is material and has been prejudicial to the defenses to the third party claims.

If HarQen reasonably believes the Symposia Services infringe a third party's intellectual property rights, then HarQen will: (a) obtain the right for you, at HarQen's expense, to continue using the Symposia Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Symposia Services so that they no longer infringe. If HarQen does not believe the foregoing options are commercially reasonable, then HarQen may suspend or terminate your use of the impacted Symposia Services. If HarQen terminates the impacted Symposia Services, then HarQen will provide a pro-rata refund of the unearned fees actually paid by you applicable to the period following termination of such Symposia Services.

IX. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SYMPOSIA SERVICE, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SYMPOSIA SERVICE OR THE SITE ARE PROVIDED BY HARQEN ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET OUT IN THE TERMS AND CONDITIONS, HARQEN DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SYMPOSIA SERVICE OR THE AVAILABILITY OR OPERATION OF THE SYMPOSIA SERVICE OR THE SITE OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HARQEN DOES NOT WARRANT THAT THE SYMPOSIA SERVICE, THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SYMPOSIA SERVICE OR THE SITE, OUR SERVERS OR E-MAIL SENT FROM HARQEN SHALL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

HARQEN DOES NOT WARRANT THAT YOUR USE OF THE SYMPOSIA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT THE SYMPOSIA SERVICE WILL MEET YOUR REQUIREMENTS. HARQEN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SYMPOSIA SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, SUSPENSIONS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SYMPOSIA SERVICE AND THE SITE IS AT YOUR SOLE RISK.

HARQEN SHALL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN CONTRACT OR IN TORT, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, AND CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SYMPOSIA SERVICE OR THE SERVICES PROVIDED UNDER THIS AGREEMENT.

You are solely responsible for statements, content, data or information contained in or created by any use by or on behalf of the Users of the Symposia Service (collectively, the "Content"). HarQen shall not be liable for and specifically disclaims any liability for or relating to any Content and any actions resulting from your use of the Symposia Service concerning use of any Content; or (ii) any damages of any kind arising from any interruption to or suspension of the Symposia Service, the site or the Administrator Account.

In no event shall HarQen's total liability for any claim or series of related claims arising under or related to this Agreement exceed the amounts actually paid by or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim.

Neither Party may bring any action arising out of any transaction (other than failures to pay) under this Agreement more than one (1) year after such cause of action accrues.

Your rights under Section VIII and this Section IX constitute your sole and exclusive remedies and HarQen's sole and exclusive obligations with respect to any breach of this Agreement or any claims of any third parties with respect to your use of the Site, the Symposia Service or any other materials provided pursuant to this Agreement.

X. U.S. GOVERNMENT RIGHTS

Notwithstanding anything in this Agreement or any other agreement, if the use of the Symposia Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), consistent with the treatment of commercial computer software under the Federal Acquisition Regulation ("FAR") and the Department of Defense FAR Supplement ("DFARS"), the U.S. Government's rights in the Symposia Service, the Software or any other technology in which HarQen has an interest, including the U.S. Government's rights to use, modify, reproduce, release, perform, display or disclose such technology, shall be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

XI. TERM, TERMINATION AND SUSPENSION OF SERVICES

Except as otherwise specified in the applicable Plan Management Form, the term of this Agreement shall start on the date the Plan Management Form is submitted and continue for the remainder of that month (the "Initial Term") and this Agreement shall automatically renew for successive one (1) month renewal terms (each a "Renewal Term" and, together with the Initial Term, the "Term").

The pricing during any such Renewal Term shall be the same as that during the prior term unless we have provided you with written notice of a pricing increase at least forty-five (45) days prior to the pricing increase taking effect.

You may terminate your Account at any time by serving written notice to HarQen via an e-mail to support@harqen.com.

Without prejudice to any rights that have accrued under this Agreement or any of its other rights or remedies, HarQen may at any time suspend any or all of the services provided under this Agreement, disable your passwords, account and access to all or part of the Symposia Service or terminate this Agreement with immediate effect by giving written notice to you if: (i) you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or (ii) you breach any material term of this Agreement, including for the avoidance of doubt the Use Policy, and such breach is not cured within ten (10) days after notice from HarQen of such breach. Notwithstanding the foregoing, HarQen shall have the right to immediately suspend the Symposia Service or terminate this Agreement, upon delivery of notice to you, in the event of (A) a material breach by you or any of your Users of the Use Policy or your Affiliated Users of the User Terms, (B) use by you or any of your Users of the Symposia Service in a manner that HarQen reasonably believes to be a violation of Applicable Laws, or (C) use by you or your Users of the Symposia Service in a manner that HarQen reasonably believes to be harmful to HarQen or to other Users. HarQen shall not be under any obligation to provide any services or to make the Symposia Service available to you while any invoice(s) remain unpaid or while you remain in breach of any provision of this Agreement.

Without prejudice to any rights that have accrued under this Agreement or any of its other rights or remedies, you may terminate this Agreement with immediate effect by giving written notice to HarQen if HarQen breaches any material term of this Agreement and such breach is not cured within thirty (30) days after notice by you to HarQen of such breach.

Upon any termination of this Agreement: (i) neither you or your Users shall have access to the Symposia Service or your User Data except as provided in Section IV; (ii) any outstanding balance payable by you to HarQen shall become immediately due and payable; (iii) all rights, licenses and permissions granted under this Agreement shall terminate.

Unless terminated by HarQen for breach, any prepaid and unused amount left on your account upon the date of termination shall be refunded.

XII. MODIFICATIONS TO TERMS AND CONDITIONS AND POLICIES

HarQen reserves the right to change or modify the Terms and Conditions or any policy governing the Symposia Service, at any time, by posting the new Agreement to the Site. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of HarQen, (ii) you accept updated terms online, or (iii) you continue to use Symposia after HarQen has posted updates to the Agreement or to any policy governing Symposia.

XIII. NOTICES

Except as provided herein, all notices under this Agreement shall be in writing and shall be delivered in person, or by certified first-class mail return receipt requested, or by nationally recognized overnight courier with signed receipt addressed to the party at its address(es) set forth on the Signup Form or Plan Management Form (or such other address as either party may designate in writing by notice in accordance with this Section). Notice shall be effective upon receipt. All notices sent pursuant to the terms of this Section shall be deemed received (a) if personally delivered, then on the date of delivery; (b) if sent by overnight, express courier, then on the next business day immediately following the day sent; or (c) if sent by registered or certified mail, then on the earlier of the third business day following the day sent or when actually received. Notwithstanding the foregoing, any notice required to be given by HarQen pursuant to Section XII shall be deemed given immediately upon the posting thereof at Account Terms of Use in the case of this Agreement and User Agreement, Use Policy, Privacy Policy, EU Safe Harbor policy in the case of any applicable policies.

XIV. MISCELLANEOUS; APPLICABLE LAW AND VENUE

HarQen shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the Parties in writing) represents the entire agreement between you and HarQen concerning its subject matter, and supersedes all prior agreements and representations between the parties. In the event of any inconsistency between the terms of the Signup Form or Plan Management Form and the Terms and Conditions, the Terms and Conditions shall prevail.

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

There are no third party beneficiaries to this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Wisconsin without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Wisconsin law, rules, and regulations, Wisconsin law, rules and regulations shall prevail and govern. Each Party agrees to submit to the exclusive and personal jurisdiction of the courts located in Milwaukee, Wisconsin. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Software may be controlled by U.S. export regulations, and it may be not be used by or in embargoed countries except in compliance with such regulations.

A waiver of any default is not a waiver of any subsequent default and shall not be deemed an amendment to this Agreement.

You may not assign, delegate or otherwise transfer any of your rights or obligations hereunder without HarQen's prior written consent, except pursuant to a transfer of all or substantially all of its business and assets, whether by merger, sale of assets, sale of stock or otherwise. Upon such latter events, prior written notice of such transaction shall be delivered to HarQen at least thirty (30) days in advance. Any assignment of this Agreement by you must be made in its entirety, including all rights and obligations. The relationship between HarQen and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties hereto.

Except where the context requires otherwise, whenever used the singular includes the plural, the plural includes the singular, the use of any gender is applicable to all genders and the word "or" has the inclusive meaning represented by the phrase "or." Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. The headings of this Agreement are for convenience of reference only and do not define, describe, extend or limit the scope or intent of this Agreement or the scope or intent of any provision contained in this Agreement. The term "including" or "includes" as used in this Agreement means including, without limiting the generality of any description preceding such term.

XV. CONTACTING HARQEN

If you wish to contact HarQen regarding this Agreement, please e-mail support@harqen.com.

Schedule 1 - Use Policy

Except with prior written authorization from HarQen, you shall not and you shall ensure that your Users do not:

  1. copy, disassemble, decompile, reverse engineer, reproduce, alter or derive the Symposia Service nor permit any third party to do so;
  2. ii. modify or create derivative works based upon the Symposia Service;
  3. write or develop any software based upon or developed with reference to the Symposia Service;
  4. attempt to delete, disable, or otherwise circumvent any security measures implemented by HarQen with respect to the Symposia Service;
  5. attempt to gain unauthorized access to the Symposia Service, HarQen or their related systems or networks;
  6. remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by HarQen;
  7. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Symposia Service or interfere with or disrupt the integrity or performance of the Symposia Service or third-party data contained therein;
  8. use the Symposia Service in any way or for any purpose that would violate, or would have the effect of violating, any Applicable Laws including: (a) any Applicable Laws pertaining to the recording of telephone conversations; or (b) any Applicable Laws regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of publicity;
  9. use the Symposia Service in any manner that is inconsistent with user documentation, if any, supplied to you by HarQen or inconsistent with HarQen's standard security procedures, if any, accessible through your user interface;
  10. use the Symposia Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material or malicious code, or to store or transmit material in violation of third-party privacy rights;
  11. make the Symposia Service available to any third party other than your Users that have agreed to the User Terms or assist any third parties other than Users that have agreed to such User Terms in obtaining access to the Symposia Service;
  12. assist, permit, or authorize any third party entity to perform any of the activities prohibited by the Terms and Conditions or the User Terms;
  13. use the Symposia Service to provide services to any third party; or
  14. attempt to sell, resell, rent or lease the Symposia Service or any license or service granted to you pursuant to this Agreement.

The terms of this Use Policy may be amended by HarQen from time to time as posted on the Symposia website at http://Symposia.HarQen.com/policies/user-tos.